Special Terms and Conditions for Proposals and Quotations

Nomenclature

Term	Definition
BAF	Bunker Adjustment Factor.
COG	Centre of Gravity.
CP	Charter Party.
DAFF	Department of Agriculture, Fisheries and Forestry.
DAWE	Department of Agriculture, Water and the Environment.
FAS	Free Alongside.
FOB	Free On Board.
NOR	Notice of Readiness.
PDPR	Per Day Pro Rata.
SOLAS	Safety Of Life At Sea.
VGM	Verified Gross Mass.
VLSFO	Very Low Sulphur Fuel Oil.

Purpose

This guideline contains the special terms and conditions that must be reviewed and selected for inclusion in proposals and quotations — in a ‘Special Conditions’ section — in addition to Westlink’s Standard Terms and Conditions (COM-DOC-002). It is mandatory that all quotations and proposals reference the Standard Terms and Conditions (COM-DOC-002) as a minimum.

How to Use This Guideline

The special terms below are grouped by stage (origin, destination, etc.), scope (shipping, haulage, etc.) or others. The legacy document used highlight colour-coding; this controlled version uses the following markers instead:

Marker	Meaning
[Mandatory]	The clause must be included in the proposal or quotation.
[Option 1] / [Option 2]	Alternative clauses — one of the marked options is mandatory.
[Client], XX, USD/EUR$XX,XXX, dates	Placeholders — insert the relevant client, date, cost or other information.
Consult the named role (e.g. Chartering Manager)	Consult the field expert — Chartering Manager, Operations Manager, Technical Manager, Freight Manager, experienced Project Manager or others — before selecting or completing the clause.
Guidance in plain text	Guidance note — context for selection; not itself proposal text.

If there is any doubt or confusion on what to include in proposals or quotations, consult the Chief Executive Officer for guidance. Selection of terms and conditions should also be discussed with department leads such as the Chartering Manager, Operations Manager, Technical Manager and others.

There is also a best practice library list available which details cargo/project/scope specific examples of proposals and their terms and conditions that can also be reviewed for inclusion e.g. rolling stock, pipe, modules, tug and barge, etc. Terms and conditions from Contractor quotes that are used to compile Westlink quotes and proposals should also be reviewed for inclusion for ‘back to back’ or ‘knock for knock’ protection — purchase orders Westlink places on contractors and suppliers are governed by the Purchase Order Terms and Conditions (COM-DOC-001). Back-to-back protection is especially important for vessel (ocean or air) charters, where charter parties or industry standard logistics contracts should be executed with the Client. If this cannot be achieved, the key terms from these contracts should be included in Westlink’s special terms and conditions. Charter-party due diligence is completed under the Charter-Party Engagement Checklist (CHT-CHK-001).

Key inclusions from below are ‘Subject to Carrier’s Bill(s) of Lading’ and ‘Subject to the terms of Carrier’s Charter Party’. If these terms cannot be accepted, nor a back to back charter party executed with the client, nor Carrier’s Bill(s) of Lading, then the Chartering Manager must be consulted about key clauses from this documentation to include in the proposal and quotation. Insurance and liability must always be limited as stated in the Standard Terms and Conditions (COM-DOC-002), clauses 13 (Insurance) and 14 (Liability) respectively.

Should a quotation or proposal be successful and award is given to Westlink, the Client usually drafts a framework agreement, contract or purchase order for the work, which should reference all the special terms and, if possible, the Standard Terms and Conditions (COM-DOC-002). This can be done either by copying into the framework agreement, contract or purchase order, or by statement — for example, “the provisions of Section X.X of Westlink’s proposal dated XX XXX XXXX are incorporated into this purchase order”. All such commercial documentation should be reviewed by the Chief Executive Officer prior to execution.

This document is expected to be a ‘live template’ with regular updates as learnings from projects executed and new scopes are explored.

Origin

• Cargo to be presented clean and free from biosecurity risk material.

• Mention incoterms: Cargo to be presented by [Client] basis INCOTERMS FOB, FAS, etc. INCOTERMS should dictate what scope and terms are included in origin, freight, destination and in general.

• Export clearance and cargo taxes is excluded. [Mandatory]

• Cargo to be suitably packaged/marked for transport (dimensions, weight, centre of gravity — all clearly marked) with suitable lifting and lashing points.

• All cargo for shipping and transport should be presented in “As-New” condition, free from grease, grime, soil, organic and bio-security risk matter and is the responsibility of [Client]. [Mandatory]

• All timber packaging and dunnage to be fumigated and ISPM15 compliant.

Breakbulk Shipping

• Subject to the terms of the Carrier’s Charter Party. [Mandatory]

• Subject to the terms of the Carrier’s Bill(s) of Lading. [Mandatory]

• Subject to market rates and bunker prices.

• Laycan: Day Month Year to Day Month Year.

• XX day laycan to be agreed at least XX days in advance of first day of laycan.

• Subject to berth availability at load and discharge port.

• Consult the Chartering Manager as to which of the following clauses apply: [Mandatory]

• Ocean freight is basis part cargo, liner hook/hook.

• Ocean freight is basis part cargo, last-in-first-out, liner hook/hook.

• Ocean freight is basis sole cargo, liner hook/hook.

• Ocean freight is basis free-in-liner-out hook.

• Ocean freight is basis full liner terms. [Seldom used]

• What is the free time allowance if booked for FOB? Detention shall apply thereafter, e.g.:

• Twenty-four (24) hours for loading in port of loading.

• What is the arrangement with lashing basis FOB? e.g.:

• Cargo to be loaded and stowed onboard with dunnage and lashing, all by manufacturer basis FOB terms.

• On deck and underdeck stow permitted.

• Underdeck stow only.

• Costs for hooking on/hooking off are excluded. [Delete whichever does not apply]

• Dual ship crane lifts are permitted.

• Single ship crane lifts are permitted only.

• Ocean Freight deemed fully earnt upon completion of loading. [Mandatory]

• Ocean Freight to be paid seven (7) days after loading but always before ship arrival at discharge port. [Option 1 — one of Options 1 or 2 is mandatory]

• Ocean freight to be paid within XX days of receipt of invoice but always before vessel arrival in discharge port, otherwise interest of USD/EUR$XX,XXX lump sum to apply. [Option 2 — one of Options 1 or 2 is mandatory]

Bunkers

Ask the Chartering Manager for a bunker clause if applicable. Examples:

• Bunkers based on VLSFO rate of maximum USD$XXX per metric ton.

• Should the bunker price (0.5% ultra-low sulphur/very low sulphur) rise above USD$XXX per metric ton (pmt), the ocean freight is to be increased with USD$XXX per revenue ton (RT) added for every USD$XXX (or pro rata) pmt increase in bunker prices. Platts prices on either the first day of loading, or the subsequent business day is to be used to determine the bunker prices.

Detention/Demurrage

• Vessel detention rates are charged at per day pro rata (pdpr) rates and payable by [Client] for, but not limited to, any time lost due to swell, adverse weather, port congestion, port closure and/or in waiting for berth and shall be notified by Westlink immediately upon confirmation of such events and associated cost impact. [Mandatory]

• Cargo to be delivered and received as fast as vessel can operate otherwise detention to apply. [Mandatory]

• Detention is charged at USD/EUR$XX,XXX per day pro rata, subject to final vessel nomination. [Mandatory]

• Westlink shall work with [Client] in good faith to reduce any applicable detention if applicable.

Heavy Lift Shipping

Generally, the items in the Breakbulk Shipping section apply, but consider the following additional clauses:

• Maximum lift is assumed as XXX metric ton excluding lifting gear weight.

• Elevated Work Platform may be required to hook onto and off lift points and is excluded.

• Subject to engineering review of drawings once provided.

• All lifting points on cargo to be certified.

• All operations to be conducted during daylight hours only.

• Costs for Marine Warranty Surveyor are excluded.

• Costs for non-destructive testing of lashing points is excluded.

Others/Specials

• Costs for fumigation of cargo is excluded.

• Double banking clause required if vessel to vessel transfer e.g. tug and barge to heavy lift vessel — consult the Chartering Manager. [Mandatory]

Container Shipping

All clauses in relevant sections above and below should be considered for container shipping, in addition to the following, in consultation with your Freight Manager:

• Transport, handling, charges and freight is basis INCOTERMS XXX to XXX.

• Export clearance and cargo taxes are excluded.

• All cargo should be suitably packaged to withstand the ocean voyage.

• In accordance with SOLAS regulations, [Client] and/or [Client’s] Supplier, not Westlink, are/is responsible for proper lashing and securing of cargo as well as the accurate declaration of container Verified Gross Mass (VGM). Any improper loading practises and misdeclaration of cargo is a violation of Shippers obligations and damages arising due to this violation will be borne by the Contracted Party.

• In accordance with international conventions all dangerous goods listed in IMDG/IATA-DGR must be declared appropriately labelled and packaged in accordance with the Code. [Client] is responsible for any damages incurred because of incorrect and misleading declarations.

• Fumigated cargo bound for Australia is subject to DAFF guidelines under the Australian Fumigation Accreditation Scheme (AFAS), the Offshore Brown Marmorated Stink Bug (BMSB) Treatment Providers Scheme or for any consignments fumigated for the risk of Khapra Beetle. All fumigation and documentation should be in accordance with DAFF methodology and guidelines for treatment and acceptable documentation formats. Failure to adhere to the guidelines may result in rejection of cargo at point of import and/or additional treatment directions with all costs charged to [Client] at cost + 10%.

• Any noted cargo damaged at the time of delivery should be documented immediately upon receipt of the consignment and the site representative or transport driver should be allowed to see in person the extent of the damage and acknowledge the same. Further handling of the damaged consignment must be carried out in accordance with the instructions of Westlink.

• Ocean freight and BAF rates are valid until XXXXXX.

• Rates offered are subject to Carrier acceptance and equipment availability for the quoted option.

• Sailing dates and transit times are subject to Carrier acceptance and performance.

• All cargo and packing declarations must be true and verified by [Client].

• All timber packaging and dunnage to be fumigated and ISPM15 compliant.

• Subject to the terms of the Carrier’s Bill(s) of Lading. [Mandatory]

• Trailer waiting time in excess of one (1) hour at load or discharge shall incur demurrage charge of XXXX per hour.

• Loading / unloading of trucks is excluded and is for [Client’s] account.

• Bio-security lodgement and document presentation charges are included. However, any remedial work ordered by Department of Agriculture, Fisheries and Forestry (DAFF) e.g. unpack, cleaning, is excluded and will be passed on at Cost + 10% with supporting documentation.

• Container detention free time allowances are offered as per carrier standard allowances which are X days. Any additional free time must be agreed upon in advance.

Airfreight

All clauses in relevant sections above and below should be considered for airfreight, in addition to the following, in consultation with your Freight Manager:

• [Client] and/or [Client’s] Supplier, not Westlink, are/is responsible for ensuring that cargo is packed in an appropriate manner adequate to withstand the ordinary risks of air carriage and carriage by other means of transportation having regard to its nature, to ensure that it can be carried safely with ordinary care in handling and so as not to injure or damage any persons, goods or property.

• Freight and BAF rates are valid until XXXXXX. Rates offered are subject to carrier acceptance and equipment availability for the quoted option.

• Freight charges are payable X [usually 7] days after invoice date.

No Vessel Charter Party

It is preferred, and should always be Westlink’s first position of negotiation, to execute a ‘back-to-back’ charter party (CP) where a vessel (ocean or air) is chartered on behalf of a Client. This means that two CPs should exist for each instance, that is a Carrier[Carrier]-Westlink[Merchant] CP and a Westlink[Carrier]-Client[Merchant] CP. The latter should be a ‘back-to-back’ or ‘better’ version of the former, including all international and industry standard conventions on cargo, risk and loss. That is, Westlink’s risk with the Carrier is transferred or lessened to its risk with the Client.

However, it is not possible in all cases for Clients to execute a CP due to standardised contracts such as global terms and conditions, framework agreements and others. In these cases, it is imperative to extract and include the high risk/impact clauses, usually revolving around liability, from the CP for inclusion in these standardised contracts.

Ocean

The clauses captured in the Breakbulk Shipping section should be reviewed as to whether they apply when CPs cannot be executed with the Client. These applicable clauses should be added to the following special clauses extracted from general versions of CPs:

• Vessel routing in Westlink’s option and may include transit via Suez canal or Panama canal or others. [Mandatory]

• If [Client] terminates the contract before the vessel tenders NOR at load port, then 85% of ocean freight shall be payable, and if after tendering of NOR, then full ocean freight shall be payable. If the vessel will not be ready to commence loading by the last day of the laycan, then Westlink shall inform [Client] of the new end of laycan date. [Mandatory] (Editorial note: the legacy source contained a stray “21” after “full ocean freight shall be payable”, likely a footnote remnant — flagged for the next commercial review.)

• It is important that limits of liability for cargo are stated — the Standard Terms and Conditions (COM-DOC-002) capture this in accordance with international standards and conventions.

Air

• This is a unique and unusual situation, and in this event, consult your manager and the CEO for guidance.

Destination

• All cargo to be marked with Centre of Gravity (COG).

• All delays and standby costs due to Department of Agriculture, Water and the Environment (DAWE) and customs directives is for [Client] account.

Haulage

• Subject to fuel prices and levies.

• Subject to permit approval and availability.

• Subject to escort/traffic warden availability.

• Costs for full transport route survey are excluded but can be provided upon request.

• Subject to full transport route survey being conducted.

• Subject to road conditions to delivery point at planned time of departure.

• Costs for overhead wire lifts is excluded.

• Subject to equipment and labour availability.

• Costs for street furniture removal is excluded.

• Costs and approvals for tree pruning along transport route are excluded and Westlink is not liable for any damage to cargo from vegetation along roads.

• Costs for variable message boards if required by road transport authorities has been excluded.

• Transport stand down costs applicable if any delays on site, wardens, police escorts or others.

• Costs for transport stools are excluded.

• All road haulage and crane operations are subject to permit approval and equipment availability.

Oversized Haulage

Refer to the clauses above for standard haulage and consider the below for inclusion:

• Subject to engineering review of drawings once provided.

• Costs for civil/ground/load bearing works is excluded.

• Costs for bridge study is excluded.

• Subject to equipment and labour availability.

• Haulage based on convoys and final delivery sequence required may have impact on cost and schedule.

• Costs for transport stools are excluded.

• Costs for transport permits, escorts, wardens and other special road transport requirement are excluded.

• Storage and other costs due to warden, escort and/or permit delays and changes are for [Client’s] account. [Mandatory]

• Ensure standby costs (prime movers, trailers, operators, spotters, support equipment, etc.) are noted. [Mandatory]

• Ensure notice periods for permits, warden and Main Roads approvals is specified as estimated only. [Mandatory]

Cranes

• Subject to engineering review of drawings once provided.

• Subject to equipment and labour availability.

• Standby rates for trailers, operators, riggers, etc.

• Costs for lift study are excluded.

• Costs for civil/ground/load bearing works is excluded.

• Costs for heavy lift mats are excluded.

• Ensure standby costs are noted. [Mandatory]

Ports

• Ensure any port storage cost risk is covered:

• Any port storage costs incurred as a result of cargo not being able to be delivered to site, including due to weather, shall be for [Client’s] account at cost + X% or $XXX per sqm / cbm.

• What is the stevedoring allowance if risk for overrun is on client and not Westlink?

Site Specific

• All costs for medicals and inductions excluded and to be charged at cost +10%.

General

• All costs are subject to final packing list (quantities, dimensions, weights, volumes, etc) and final shipping schedules. [Mandatory]

• If a framework agreement exists then include as first clause:

• Terms and conditions as per framework agreement [XXXXXXXXXXXX] to apply with additional special conditions as follows:

• Any delays and/or costs because of pandemic, piracy, war, metocean conditions, inclement weather or other reasons whatsoever beyond Westlink’s control; including port closures, canal closures and any other; shall be for [Client’s] account. [Mandatory]

• All cargo to be marked with Centre of Gravity (COG) or on engineering drawings with accurate dimensions and weights also provided.

• All costs for site specific inductions, medicals and plant modifications are excluded.

• Should weekend or public holiday surcharges apply then capture.

• All costs are based on stated drawings and packing list and are subject to final versions.

• All labour and services may be subject to holiday tariffs and closures.

• Any standby, storage, shifting cost caused by delays due to customs, quarantine, border clearance, road closures, port closures, rail closures and other checkpoint delays to be charged to [Client] at standby costs if not the fault of Westlink. [Mandatory]

• Any standby, storage, shifting cost caused by labour availability issues at all ports, whether caused by shortages, strikes and all other reasons, is to be charged to [Client] at standby costs if not the fault of Westlink. [Mandatory]

• If there are any issues with the quarantine approval from Government Authorities and/or Department of Agriculture, Fisheries and Forestry (DAFF), Westlink shall inform [Client] immediately. Westlink shall coordinate remedial cleaning and other services including transport and equipment to resolve issues and shall be charged to [Client] at cost +10%. [Mandatory]

• All costs and charges relating to cargo including those for export and import, tariff concession order processing, tariffs, duties, taxes, dues and fines is for [Client’s] account and to be paid on disbursement basis. [Mandatory]

• All costs in Australian Dollars exclude GST. [Mandatory]

• All costs in XXX may be subject to taxes and are excluded. [Mandatory]

• All costs for travel and accommodation expenses for operations supervision, site inspections and other necessary travel for Westlink personnel is excluded and shall be charged at cost +10%.

• All costs in foreign currency may be subject to fluctuations.

• Has any foreign currency exchange rate been assumed for the cost model? If so, state it e.g. AUD — 0.7 USD.

• Marine and/or cargo transit insurance is excluded. [Mandatory]

• Westlink’s insurance is limited to the Standard Terms and Conditions (COM-DOC-002), clause 13 (Insurance), as referenced in this document. [Mandatory]

• Westlink’s liability is limited to the Standard Terms and Conditions (COM-DOC-002), clause 14 (Liability), as referenced in this document. [Mandatory]

• Subject to Westlink’s Standard Terms and Conditions (COM-DOC-002), which are referenced in this document and available from Westlink, and are subject to and are overridden by the terms of any applicable (in this order of precedence) Bill of Lading, Charter Party, statement of work, framework agreement, any special conditions to these Terms agreed in writing by the Company or other contractual freight related standard documentation. [Mandatory]